0001193125-06-225527 Sample Contracts

PortalPlayer, Inc.
Merger Agreement • November 7th, 2006 • PortalPlayer, Inc. • Semiconductors & related devices • California

As you know, PortalPlayer, Inc., a Delaware corporation (the “Company”), is presently negotiating an Agreement and Plan of Merger (the “Merger Agreement”) to be entered into by the Company, NVIDIA Corporation, a Delaware corporation (“Parent”), and Partridge Acquisition, Inc., a newly formed wholly-owned subsidiary of Parent (“Merger Sub”). As you also know, you are the holder of that certain Warrant to Purchase Common Stock of the Company, dated November 17, 2004 (the “Warrant”), which is currently exercisable for 41,067 shares of common stock of the Company.

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